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Jason Holliday (né Aaron Payne, 1924-1998) is the sole on-screen presence in the film. He narrates his troubled life story to the camera, behind which Clarke and her partner at the time, actor Carl Lee, provoke and berate Jason with increasing hostility as the film progresses.

Filmed in the living room of Clarke's Hotel Chelsea penthouse apartment, the shoot started at 9p.m. on Saturday, December 3 1966, and ended 12 hours later. The film employs avant-garde and cinéma vérité techniques to reach the tragedy underlying Jason's theatrical, exaggerated persona.